Exhibit 10.6


 


PAYMENT
LETTER


 


	Between:	VOIP
                                         CAPITAL INTERNATIONAL Ground Floor, Ebene House



33
Cybercity Ebene Mauritius


(the
“Factor”)


 


	And: 	LIMECOM INC




Cuentas
Inc. 19 West Flagler Street Suite 507


MIAMI,
FL 33130 (the “Company’’)


 


	And: 	ORLANDO TADDEO




c/o
Cuentas Inc.


19
West Flagler Street


Suite
507


Miami,
Florida 33130 (“Account Signatory”)


 


	And: 	DANIEL CONTRERAS




c/o
Cuentas Inc.


19
West Flagler Street


Suite
507


Miami,
Florida 33130 (“Account Signatory”)


 


(together
the “Parties” and each one a “Party”) October 17, 2018


 


VOIP
CAPITAL INTERNATIONAL I LIMECOM INC


 


	1.	Reference is made to the Key Commercial Terms agreements
(including all annexures and schedules thereto) concluded between the Factor and the Company on or about the 22’d June 2017
(as same may have been amended from time to time) in terms of which the Factor makes a factoring facility available to the Company
on the terms and conditions contained therein (each of them a “Factoring Agreement”).




 


	2.	Capitalized terms used but not defined in this payment
letter (this “Payment Letter”) shall bear the meanings ascribed to them in the Factoring Agreement.




 


	3.	The Company has arranged for a new lender (the “New
Lender”) to provide financing (the “Replacement Financing’’) to be substituted in place and stead of the
arrangements with the Factor as set forth in paragraph 1 above and which funds the Company warrants, may be used by the Company,
inter alia, for the settlement of outstanding amounts due under Discounted Invoices due from Approved Customers and purchased
by the Factor in accordance with the terms of the Factoring Agreement (the “Outstanding Debt’’);



 





     


     


    

 


	4.	The Account Signatories warrant that the Replacement
Financing is to be paid by the New Lender into a bank account in the name of the Company controlled solely by the Account Signatories
and no other party and that they shall have sole control to direct any funds as may be paid therefrom.
	 	 
	5.	Immediately upon receipt of funds under the Replacement
Financing, the Company and the Account Signatories agree and warrant that it shall be paid directly to the Factor to the bank
account which details are attached hereto as Schedule I, such amounts as are equal to the Outstanding Debt as calculated in accordance
with the Factoring Agreement (the “Repayment Amount”) and the Company and the Account Signatories agree and
warrant to make payment as aforesaid directly to the Factor. Failure to make payment within one business day after receipt of
the Replacement Financing shall be an Event of Default.
	 	 
	6.	In the event that the Replacement Financing is received
in increments, the Account Signatories warrant and guaranty that all such incremental receipts shall be used for no purpose other
than the settlement of the Outstanding Debt and shall be paid over to the Factor immediately upon receipt, until the Outstanding
Debt has been settled.
	 	 
	7.	Receipt by the Factor of the Repayment Amount shall
result in the Approved Customers being released of their obligations to make payment under the Notice of Assignment and the Factor
shall do all such things and sign all such documents required to effect such release. Should any customer of Company make payment
to the Factor subsequent to receipt of the Repayment Amount, the Factor shall wire such sums within two business days to the account
nominated in writing by the Company.
	 	 
	8.	Payment may be demanded orally or in writing (electronic
or hard copy) and payment will be due upon demand. Failure to make payment within one business day following demand shall be an
Event of Default.
	 	 
	9.	For purposes of clarity and avoidance of doubt it is
recorded that the provisions of this letter are intended to govern only the receipt of the Repayment Amounts and the obligation
of the Company and the Account Signatories to make payment of those amounts to the Factor on receipt.
	 	 
	10.	The Account Signatories warrant that the Company is
authorised and entitled to make payment as aforesaid and that the Company is not trading under insolvent circumstances.
	 	 
	11.	If an Event of Default occurs and is continuing, Factor
shall be entitled to exercise all legal remedies.
	 	 
	12.	This Payment Letter shall be effective from the date
of signature hereof by the last party signing.
	 	 
	13.	Payments under this Payment Letter shall be made in
United States Dollars.



 





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	14.	The terms of this Payment Letter may be amended, varied
or waived only with the consent, in writing, of the Parties.
	 	 
	15.	This Payment Letter may be signed in counterparts all
of which, when taken together, shall constitute one and the same instrument.
	 	 
	16.	This Payment Letter shall be governed and construed
in accordance with the laws of the State of
Florida.




 


Signed
for and on behalf of


 


	LIMECOM INC	 
	 	 	 
	 	/s/
    Orlando Taddeo	 
	 	Orlando
    Taddeo – Intl CEO	 
	 	 	 
	 	/s/
    Orlando Taddeo	 
	 	Orlando
    Taddeo	 
	 	 	 
	 	/s/
    Daniel Contreras	 
		Daniel
    Contreras	 
	 	 	 
	Signed
    for and on behalf of	 
	 	 
	VOIP
    CAPITAL INTERNATIONAL	 
	 	 	 
	 	/s/
    Larry Raff	 
	Name: 	Larry
    Raff	 
	Title:	CFO	 


 




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Schedule
1


 


	Beneficiary Name:	 	VoiP Capital International
	Confidential	 	Confidential
	Confidential	 	Confidential